Notification and Defense of Claims Clause Example with 108 Variations from Business Contracts
This page contains Notification and Defense of Claims clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so to notify the Company will only relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced... by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Claim at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Claim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be an actual or potential conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Variations of a "Notification and Defense of Claims" Clause from Business Contracts
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. The Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon information then available to the Chief Executiv...e Officer) Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by the Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure/except that the obligations that it has Company shall not be liable to indemnify the Indemnitee under this Agreement (i) if, with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the extent that, defense of such action. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to the Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such information and cooperation as it may reasonably require and as insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. (b) Defense of Claims. The Company shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) the Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between the Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so agrees promptly to notify the Company will only in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceedi...ng or matter that may be subject to indemnification covered hereunder. Such notification shall include a brief description of the nature of and the facts underlying such Proceeding or matter. The failure to so notify the Company shall not relieve the Company of the obligations any obligation that it has may have to Indemnitee under this Agreement (i) if, or otherwise unless and only to the extent that, that such failure or delay materially prejudices the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Company.9.2 Defense of Claim. With respect to any Claim Proceeding (other than a Proceeding brought by or in the right of the Company) as to which Indemnitee notifies the Company of the commencement thereof, the thereof:(a) The Company will be entitled to may participate in the Claim therein at its own expense and except as otherwise provided below, to the extent the Company so wishes, it expense; (b) The Company, jointly with any other indemnifying party similarly notified, may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, thereof, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Claim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: thereof unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be an actual or potential conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee or the incurrence of any other Expense has been approved authorized by the Special Counsel; (v) Company, (ii) Indemnitee shall have reasonably concluded that there may be subject to criminal liability a conflict of interest between the Company (or any other person or that injunctive relief may be available persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (vi) (iii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 Proceeding; (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of in any Claim Proceeding effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent; (d) The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. consent; and (e) Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed to the Chief Executive Officer) in writing of the commencement existence thereof; but the omission Indemnitee's failure so to notify the Company will only not relieve the Company of the obligations from any liability that it has may have to Indemnitee und...er Indemnitee. Notwithstanding any other provision of this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With Agreement, with respect to any Claim as to such Proceeding of which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Claim at its own expense and except Company: (a) Except as otherwise provided below, in this Section 8(a), to the extent that it may wish, the Company so wishes, it may may, separately or jointly with any other indemnifying party, assume the defense thereof with counsel reasonably satisfactory to Indemnitee. of the Proceeding. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined that there may be an actual or potential is a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; (iii) the named parties in any Proceeding, and such Claim (including any impleaded parties) include the Company or any Subsidiary determination is supported by an opinion of qualified legal counsel addressed to the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. Proceeding. 7 (b) The Company shall is not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under subparagraph (a)(ii) above. (c) Regardless of whether the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement Company has assumed the defense of Claims. The a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, and the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee may unreasonably withhold its consent to any proposed settlement. (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee's notification of Company. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. The Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon information then available to the Chief Executiv...e Officer) Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by the Indemnitee to timely notify the Company will only hereunder shall not relieve the Company of from any liability hereunder except to the obligations extent that it the Company has been damaged by such delay. The Company shall not be liable to indemnify the Indemnitee under this Agreement (i) if, with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the extent that, defense of such action. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. (b) Defense of Claims. The Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee the Company's counsel has reasonably determined that there may be an actual or potential a conflict of interest between the Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed to the Chief Executive Officer) in writing of the commencement existence thereof; but the omission Indemnitee's failure so to notify the Company will only not relieve the Company of the obligations from any liability that it has may have to Indemnitee und...er Indemnitee. Notwithstanding any other provision of this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With Agreement, with respect to any Claim as to such Proceeding of which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Claim at its own expense and except Company: (a) Except as otherwise provided below, in this Section 9(a), to the extent that it may wish, the Company so wishes, it may may, separately or jointly with any other indemnifying party, assume the defense thereof with counsel reasonably satisfactory to Indemnitee. of the Proceeding. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined that there may be an actual or potential is a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; (iii) the named parties in any Proceeding, and such Claim (including any impleaded parties) include the Company or any Subsidiary determination is supported by an opinion of qualified legal counsel addressed to the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. Proceeding. (b) The Company shall is not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under subparagraph (a)(ii) above. (c) Regardless of whether the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement Company has assumed the defense of Claims. The a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, and the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee may unreasonably withhold its consent to any proposed settlement. (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee's notification of Company. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by the Indemnitee of receives notice of the commencement of any Claim, Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so thereof. The failure to notify the Company will only relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and from an...y liability hereunder to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, can show actual prejudice as a result of such failure, and (ii) as provided in Section 4(c). Indemnitee shall give will not relieve the Company such information and cooperation as from any liability which it may reasonably require and as shall be within Indemnitee's power. (b) Defense. have to the Indemnitee otherwise than under this Agreement. With respect to any Claim such Proceeding as to which the Indemnitee notifies the Company of the commencement thereof, the thereof: (a) The Company will be entitled to participate in the Claim therein at its own expense and except expense; and, (b) Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to assume the defense of any Claim, such defense, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses the Indemnitee subsequently incurred by Indemnitee incurs in connection with the defense of such Claim thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ legal his or her counsel in such Claim, but all Expenses related thereto Proceeding, provided that the fees and expenses of such counsel incurred after notice from the Company of its assumption of has provided the Indemnitee with notice that it is assuming the defense shall be at the Indemnitee's expense unless: expense, unless (i) the Company has authorized the Indemnitee's employment of legal counsel, (ii) the counsel by Indemnitee has been authorized by for the Company; (ii) Indemnitee has Company shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of the Claim; such action, or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses the fees and expenses of the Claim such counsel shall be borne by at the Company. Company's expense. The Company shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Company or as to which Indemnitee counsel for the Company shall have made the determination conclusion provided for in (ii) and (iii) above above. The Company's assumption of the defense of a Proceeding pursuant to this Section 4(b) will constitute an irrevocable acknowledgement by the Company that any Liabilities incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of this Agreement, except to the circumstances provided for extent that the acts or omissions of the Indemnitee giving rise to or involved in (iv), (v) and (vi) above. 6 the Proceeding are finally judicially adjudged, or admitted by Indemnitee, in writing under oath, to constitute knowingly fraudulent or deliberately dishonest conduct or to have constituted willful misconduct. 5 (c) Settlement of Claims. The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall not settle any Claim Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. (d) Neither the Company nor the Indemnitee will unreasonably withhold consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so to notify facts underlying, such Claim. If at the Company will only relieve the Company time of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such information and cooperation as it may reasonably require and as insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. (b) Defense of Claims. The Company shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change in Control (or if Indemnitee is no longer a director or officer of Control, the Company), Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and from any liability hereunder except to the extent that, the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such information and cooperation as it may reasonably require and as insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. (b) Defense of Claims. The Company shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The 5 8. Procedure upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company shall a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be entitled, without so provided to the consent of Indemnitee, to assume extent that the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement provision thereof would undermine or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to jeopardize attorney-client privilege. Indemnification shall be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, made insofar as the Company shall be liable for determines Indemnitee is entitled to indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. accordance with Section 9 below. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so agrees promptly to notify the Company will only in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceedi...ng or matter that may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of the obligations any obligation that it has may have to Indemnitee under this Agreement (i) if, or otherwise unless and only to the extent that, that such failure or delay materially prejudices the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Company.9.2 Defense of Claim. With respect to any Claim Proceeding (other than a Proceeding brought by or in the right of the Company) as to which Indemnitee notifies the Company of the commencement thereof, the thereof:(a) The Company will be entitled to may participate in the Claim therein at its own expense and except as otherwise provided below, to the extent the Company so wishes, it expense; (b) The Company, jointly with any other indemnifying party similarly notified, may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, thereof, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Claim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: thereof unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be an actual or potential conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee or the incurrence of any other Expense has been approved authorized by the Special Counsel; (v) Company, (ii) Indemnitee shall have reasonably concluded that there may be subject to criminal liability a conflict of interest between the Company (or any other person or that injunctive relief may be available persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (vi) (iii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 Proceeding; (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of in any Claim Proceeding effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent; (d) The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. consent; and (e) Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which 4 Indemnitee could seek Expense Advances, including a brief description (based upon information then availabl...e to Indemnitee) of the commencement thereof; but the omission so alleged facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure, except that the obligations that it has Company shall not be liable to indemnify Indemnitee under this Agreement (i) if, with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the extent that, defense of such action. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such information and cooperation as it may reasonably require and as insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. (b) Defense of Claims. The Company shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential is a conflict of interest between Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
